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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)*
of
Tweedy, Browne Company LLC
Under the Securities Exchange Act of 1934
RYLAND GROUP INC.
(Name of Issuer)
Common Stock, Par Value $1.00 per Share
(Title of Class of Securities)
783764103
(CUSIP Number)
John D. Spears
52 Vanderbilt Avenue
New York, New York 10017
(212) 916-0600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
OCTOBER 6, 1998
(Date of Event which Required Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is paid with the statement [ ]. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act,
but shall be subject to all the provisions of the Act (however, see the Notes).
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CUSIP NO. 783764103 SCHEDULE 13D Page __ of __ Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tweedy, Browne Company LLC ("TBC")
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER. TBC has sole voting power with respect
to 1,170,972 shares held in certain TBC Accounts (as
hereinafter defined). Additionally, certain of the
members of TBC may be deemed to have sole power to vote
certain shares as more fully set forth herein.
NUMBER OF -------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH -------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 0 shares, except that certain of the members of TBC may
be deemed to have sole power to dispose of certain
shares as more fully set forth herein.
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10. SHARED DISPOSITIVE POWER
1,223,207 shares held in accounts of TBC
(as herein defined)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,223,207 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.34%
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14. TYPE OF REPORTING PERSON*
BD, IA & 00
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*SEE INSTRUCTION BEFORE FILLING OUT!
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PRELIMINARY NOTE
The person filing this Amendment No. 5 is (i) Tweedy, Browne Company
LLC ("TBC"), a Delaware limited liability company. This Amendment No. 5 amends a
Statement on Schedule 13D filed by TBC dated June 25, 1996 ( the "Statement").
The filing of this Amendment No. 5 should not be deemed an admission that TBC
comprises a group within the meaning of Section 13(d) (3) of the Securities and
Exchange Act of 1934, as amended (the "Act").
This Amendment No. 5 relates to the Common Stock, $1.00 par value (the
"Common Stock"), of Ryland Group Inc. (The "Company"), which, to the best
knowledge of the persons filing this Amendment No. 5, is a company organized
under the laws of Maryland, with its principal executive offices at 11000 Broken
Land Parkway, Columbia, MD 21044.
This Amendment No. 5 contains information regarding shares of Common
Stock that may be deemed to be beneficially owned by TBC. Such shares are held
in the accounts of various customers of TBC, with respect to which it has
obtained sole or shared voting power.
Other than as set forth below, to the best knowledge of TBC, there has
been no material change in the information set forth in response to Items
1,2,3,4,6 and 7 of the Statement, as amended. Accordingly, those Items are
omitted from this Amendment No. 5.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, TBC may be deemed to be the beneficial owner
of an aggregate of 1,223,207 shares of Common Stock, which constitutes
approximately 8.34% of the 14,671,000 shares of Common Stock which TBC believes
to be the total number of shares of Common Stock outstanding. The TBC Shares are
held in the TBC Accounts.
Also included in the TBC shares are 335 shares of Common Stock held in
a TBC Account for a charitable foundation of which Christopher H. Browne is a
trustee. Mr. Browne is a member of TBC.
TBC disclaims that it is the beneficial owner of any of the shares of
Common Stock held in the TBC Accounts. The aggregate number of shares of Common
Stock with respect to which TBC could be deemed to be the beneficial owner as of
the date hereof, is 1,223,207 shares, which constitutes approximately 8.34% of
the 14,671,000 shares of Common Stock, which the filing person believes to be
the total number of shares of Common Stock outstanding, but nothing contained
herein shall be construed as an admission that TBC is the beneficial owner of
any of the TBC Shares.
The aggregate number of shares and percentage of Common Stock with
respect to which each of the Members may be deemed to be the beneficial owner by
reason of his being a Member of TBC is 1,223,207 shares, which constitutes
approximately 8.34% of the 14,671,000 shares of Common Stock outstanding.
Except as described herein, to the best knowledge of TBC, no person who
may be deemed to comprise a group with any of TBC, or any other person named in
Item 2 of the Statement, beneficially owns any shares of Common Stock.
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(b) TBC has investment discretion with respect to 1,223,207 shares of
Common Stock held by the TBC Accounts and has sole power to dispose or direct
the disposition of all of such shares. Of these shares of Common Stock, TBC has
sole power to vote or to direct the voting of 1,170,972 shares of Common Stock
held in certain TBC Accounts.
Each of the General Partners of TBC, solely by reason of their
positions as such, may be deemed to have (i) shared power to dispose of or to
direct the disposition of all of the shares of Common Stock held in the TBC
Accounts; and (ii) shared power to vote or direct the vote of 1,170,972 shares
of Common Stock held in certain TBC Accounts.
(c) During the sixty-day period ended as of the date hereof,
transactions in Common Stock effected by TBC are set forth below:
REPORTING NO. OF SHARES NO. OF SHARES PRICE
PERSON DATE PURCHASED SOLD PER SHARE
TBC Accounts
08/03/98 8,000 $22.4414
08/04/98 1,800 $23
08/24/98 940 $24 9/16
08/25/98 2,080 $25 1/16
08/28/98 475 $21 7/16
08/31/98 500 $21 1/8
09/18/98 15,000 $25.630000
09/22/98 18,900 $24 1/2
09/23/98 10,000 ` $24 1/2
09/24/98 2,400 $25
09/28/98 2,200 $25
09/29/98 49,800 $24.869970
10/06/98 735 $23.1875
(d) To the best knowledge of TBC, each of the persons maintaining an
account with TBC has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common Stock
held in said person's TBC Account.
(e) Not applicable.
SIGNATURE
Tweedy, Browne Company LLC, after reasonable inquiry and to the best of
its knowledge and belief, hereby certifies that the information set forth in
this Statement is true, complete and correct.
TWEEDY, BROWNE COMPANY LLC
By
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Christopher H. Browne
Member
Dated: October 7, 1998
